Exam 16: Governance and Structure: the Law of Business Associations

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The corporate veil can be pierced under the alter ego theory when:

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The business judgment rule holds directors liable for:

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Which of the following is true of a sole proprietorship?

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A limited partnership:

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Which of the following is not a method for forming a partnership?

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When principals lead others to believe there is a partnership, this is called a partnership by:

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The ABC partnership (a general partnership with three partners)is dissolved in the process of terminating. Outside creditors are owed $50,000. The partners made no loans, but contributed $15,000 each in capital. After the assets are liquidated, there is $125,000. How will that amount be distributed?

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The corporate veil can be pierced for inadequate capitalization.

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For income tax purposes, a partnership:

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Discuss the advantages of a joint venture in a global environment.

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Utah Light, Inc. has a takeover offer from Cal Corp. Utah Light is experiencing difficulty with earnings and its share price has dropped from $32 to $19. Cal Corp's offer is for $23 per share. Utah Light's board feels that because of pending plans and developing assets, it should not accept the offer. Must the board accept the offer?

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Incorporators are not liable for contracts entered into before incorporation.

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An inadequately capitalized corporation can have its corporate veil pierced.

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Under Sarbanes-Oxley, the majority of members of the audit committee must be independent directors.

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In Germany, public companies have:

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Watered shares are shares for which the purchaser did pay more than par but less than full market value.

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Owners of limited liability companies enjoy flow-through treatment of income and losses.

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Under Sarbanes-Oxley, codes of ethics must cover financial reporting standards.

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Which of these would require unanimous consent of all the partners?

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Limited partnerships are taxed the same way as general partnerships.

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